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Hallite UK – Conditions of Sale
Updated – January 2022
1.1 In these Conditions the following words shall have the following meanings:
“Buyer” the person, firm or company who purchases the Goods and/or Services from Seller.
“Conditions” the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between Seller and Buyer.
“Contract” the contract between Seller and Buyer for the sale and purchase of the Goods and/or performance of the Services, incorporating these Conditions.
“Goods” any goods agreed in the Contract to be supplied to Buyer by Seller (including any part or parts of the goods).
“Group” in relation to a company (wherever incorporated), that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
“Incoterms” the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made.
“Seller” Hallite Seals International Limited (Company Number: 00310223).
“Services” any services agreed in the Contract to be performed for Buyer by Seller (including any part or parts of the services).
1.2 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.3 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms
2. APPLICATION OF CONDITIONS
These Conditions shall govern the Contract for the supply or sale of the Goods and/or performance of the Services. The parties acknowledge that any documents emanating from Buyer which contain printed or standard conditions have been and shall be sent by Buyer and received by Seller on the understanding that they appear on Buyer’s documents because they are printed thereon but have no legal effect whatever and Buyer waives any rights which Buyer otherwise might have to rely on such conditions.
2.1 These Conditions shall cancel and supersede any earlier version or edition of Conditions of Sale of Seller.
2.2 No variation to the Contract or these Conditions shall be binding on Seller unless agreed in writing and signed by a duly authorised representative of Seller
3. LICENCES OR PERMITS
Where an export or import licence, a foreign exchange control or similar authorisation is required for performance of the Contract, Buyer shall act with due diligence to obtain it in good time. Seller shall not be under any obligation to commence work under the Contract until Buyer has obtained all necessary licences and authorisations. If Seller in its sole discretion commences work before Buyer has obtained all necessary licences and authorisations and Buyer fails to obtain such licences and/or authorisations in good time Seller shall be entitled to deliver any Goods at Seller’s premises in the United Kingdom and shall be deemed to have fulfilled its delivery obligations in the Contract, notwithstanding anything to the contrary in the Contract.
4.1 All Goods are supplied subject to reasonable availability to Seller of suitable materials and components. Seller reserves the right to substitute suitable alternative materials and components where necessary.
4.2 All designs, drawings, descriptive matter, weights, dimensions, specifications and other information contained in or published on Seller’s brochures, catalogues websites and advertising material are approximate and by way of information only, and are intended merely to present a general idea of the goods or services described therein and shall not form part of the Contract, or give rise to any independent or collateral liability of any kind. All prices/discounts specified or listed in or on such media are subject to alteration or withdrawal from time to time without notice.
4.3 All designs, drawings, specifications, brochures, catalogues, websites, price lists, advertising material and computer software are the copyright of and shall remain the property of Seller and must not be copied, reproduced or divulged either directly or indirectly to any other person without Seller’s prior written permission.
5. SELECTION OF GOODS AND SERVICES
5.1.1 acknowledges that selecting goods and/or services requires Buyer to use its own skill and judgement as to which of Seller’s goods and/or services meets Buyer’s requirement;
5.1.2 warrants that it has such skill and judgement and undertakes to exercise it at all times in selecting goods and/or services;
5.1.3 agrees it will be responsible for ensuring that goods and/or services selected are fit or suitable for Buyer’s purpose; and
5.1.4 agrees that Seller shall not be responsible for any selection made by Buyer and will not have any liability to Buyer for any loss, damages, costs or expenses suffered by Buyer as a result thereof.
6. PRICE, TENDERS, PACKING AND CARRIAGE
6.1 The price of the Goods and/or Services shall be Seller’s quoted price or, where no price has been quoted, Seller’s list price current at the date of acceptance of the order. All prices quoted are valid for the period stated on the quotation or if no period is stated, 30 days or earlier acceptance by Buyer after which time they may be altered by Seller without giving notice to Buyer.
6.2 Seller reserves the right by giving notice to Buyer at anytime before delivery or performance to increase the price of the Goods and/or Services to reflect any increase in the cost to Seller which is due to any factor beyond the control of Seller (such as, without limitation, increases in raw materials or labour, foreign exchange fluctuation, currency regulation or alteration of duties), any change in delivery dates, quantities or specifications for the Goods or Services which is requested by Buyer or any delay caused by any instructions of Buyer or failure of Buyer to give adequate information or instructions.
6.3 Any tender made by Seller may be withdrawn at any time before acceptance. If not accepted within 60 days from the date of tender, it shall be deemed to have been withdrawn.
6.4 Unless otherwise agreed, packing will be charged for in addition to the price of the Goods and packing cases and materials are not returnable. The Goods will be suitably packed for withstanding the conditions of normal delivery/shipment. Tropical or other special packing will only be supplied on express written request and will be charged for in addition to the price.
6.5 Unless otherwise agreed all prices for Goods are given on an ex works basis and where Seller agrees to deliver Goods otherwise than at Seller’s premises:-
6.5.1 Goods for home market: carriage charges will be invoiced to Buyer at Seller’s rates prevailing at time of dispatch.
6.5.2 Goods for export markets: carriage charges shall be invoiced on the terms specifically stated in the Contract, or otherwise at Seller’s rates prevailing at the time of dispatch.
6.6 The price of the Goods and/or Services is exclusive of any applicable Value Added Tax, and any other sales tax or duty, which Buyer shall pay in addition at the appropriate rate.
7. DESPATCH AND DELIVERY
7.1 Any time or date quoted by Seller for delivery of Goods or performance of Services is given and intended as an estimate only and subject to availability of stock or availability of labour. Seller shall not be liable in any circumstances for any loss or damage of any kind caused by a failure to deliver or perform within such time.
7.2 Unless otherwise agreed in writing, Seller is entitled to make deliveries by instalments or partial deliveries. Each instalment shall be construed as constituting a separate contract to which all the provisions of these Conditions shall (with any necessary alterations) apply.
7.3 Any delay in delivery or defect in an instalment shall not entitle Buyer to cancel any other instalment.
7.4 Buyer shall take delivery of the Goods promptly upon the delivery date or dates or at the intervals stated in the Contract or as soon thereafter as Buyer is notified by Seller that the Goods are available for delivery. If for any reason Buyer fails to call off or give delivery instructions, or take delivery of the Goods on the due date, or upon receipt of such notification, or otherwise causes or requests a delay in delivery, then, without prejudice to any other rights of Seller hereunder, Seller shall be entitled to store or arrange for the storage of the Goods and if it does so:
7.4.1 it shall so inform Buyer in writing;
7.4.2 Buyer shall pay or reimburse the reasonable costs (including insurance) of such storage from the due date, or the date of notification as aforesaid, until delivery to Buyer; and
7.5 If 30 days after the day on which Seller notified Buyer that the Goods were ready for delivery, Buyer has not taken delivery of them, Seller may resell or otherwise dispose of part or all of the Goods and, charge Buyer for any shortfall below the quoted or list (as applicable) price of the Goods.
8. PASSING OF PROPERTY
8.1 Notwithstanding the provisions of Condition 9, ownership of the Goods shall not pass to Buyer until Seller has received in full in cash or cleared funds:
8.1.1 all sums payable in respect of the Goods; and
8.1.2 all other sums which are or which become payable to Seller from Buyer on any account including any interest on such sums.
8.2 Until ownership of the Goods has passed to Buyer, Buyer shall:
8.2.1 store the Goods separately to other goods of Buyer or any third party in a way that they remain readily identifiable as Seller’s property;
8.2.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.2.3 maintain the Goods in satisfactory condition insured for their full price against all risks and hold the proceeds of insurance on trust for Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank account;
8.2.4 notify Seller immediately if it becomes subject to any of the events listed in Condition 8.4.1; and
8.2.5 give Seller such information relating to the Goods as Seller may require from time to time.
8.3 Notwithstanding Condition 8.2, Buyer may use the Goods in its production processes or resell the Goods before ownership has passed to Buyer. Any sale of the Goods by Buyer shall be solely on the condition that such sale shall be on Buyer’s own behalf in the ordinary course of Buyer’s business at full value and Buyer shall deal as principal when making such sale. In such circumstances, title to the Goods shall pass from Seller to Buyer immediately before the time at which resale by Buyer occurs.
8.4 Buyer’s right to possess the Goods shall terminate and all sums shall become due and payable immediately and Buyer agrees that Seller shall have the right to rescind or terminate the Contract and/or to suspend any further deliveries or performance under the Contract if:
8.4.1 Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors or (being a body corporate) convenes a meeting of creditors or enters into liquidation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of Buyer or notice of intention to appoint an administrator is given by Buyer or its directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented for the winding up of Buyer or for the granting of an administration order in respect of Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of Buyer or anything analogous under the law of any jurisdiction occurs in relation to Buyer or Seller apprehends that any of the foregoing is about to occur in relation to Buyer; or
8.4.2 Buyer encumbers or in any way charges any of the Goods or suffers or allows any execution to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between Seller and Buyer, or is unable to pay its debts or Buyer ceases to trade.
8.5 Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Seller.
8.6 Buyer grants Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where Buyer’s right to possession has terminated, to recover them.
8.7 Where Seller is unable to determine whether any Goods are the goods in respect of which Buyer’s right to possession has terminated, Buyer shall be deemed to have sold all goods of the kind sold by Seller to Buyer in the order in which they were invoiced to Buyer.
8.8 On termination of the Contract, howsoever caused, Seller’s (but not Buyer’s) rights contained in this Condition 8 shall remain in effect.
8.9 Buyer shall pay to Seller on demand on a full indemnity basis all costs and expenses (including legal expenses) incurred by Seller in recovering the Goods pursuant to Condition 8.6.
9. PASSING OF RISK
9.1 Goods for home market: in cases where Seller carries or arranges the carriage of the Goods, risk passes upon delivery by the carrier to or to the order of Buyer. In all other cases risk passes on collection from Seller’s premises.
9.2 Goods for export markets: risk passes in accordance with the Incoterm that Seller and Buyer have agreed shall apply to the Contract. In all other cases risk passes on collection from Seller’s premises.
10. LOSS OR DAMAGE IN TRANSIT
10.1 In cases where Seller carries or procures the carriage of the Goods, Seller shall not in any event be liable for loss of or damage to the Goods in transit unless the following conditions are complied with:
10.1.1 in the case of any loss from a consignment of Goods or of damage to the Goods Seller must be notified in writing within 3 clear business days of delivery to Buyer;
10.1.2 in the case of non-delivery of the whole consignment of the Goods, Seller must be notified in writing within 21 clear days after the date of invoice.
11.1 Goods for home market: unless otherwise agreed in writing, payment of the price in full is due on delivery of the Goods.
11.2 Goods for export markets: unless otherwise agreed in writing, payment of the price is due upon the presentation of the invoice together with the appropriate documents of title and shipping documents.
11.3 Services: unless otherwise agreed in writing, payment of the price is due no later than completion of the Services.
11.4 Time of payment is of the essence in all cases.
11.5 Buyer shall not in any circumstances or for any reason whatsoever be entitled to make any deduction or withhold any sum from the price by way of set-off or counterclaim.
11.6 Where payment is due in sterling payment may in the absolute discretion of Seller be accepted in a foreign currency, provided that payment is made at the exchange rate applicable at the date of payment and Buyer pays in addition any charges incurred by Seller in exchanging the currency into sterling.
11.7 Where payment is overdue Seller shall be entitled to charge:
11.7.1 a fee of £100 in respect of Seller’s administration costs of dealing with Buyer’s failure to pay in accordance with the Contract; and
11.7.2 interest at the rate of 3% p.a. above Seller’s Banker’s base lending rate for the time being on all outstanding accounts, such interest to accrue day to day from the day the account becomes due to the day of actual payment thereof, whether before or after judgement.
12.1 Samples are sent and inspected solely to enable Buyer to judge the quality of the bulk and shall not render any sale a sale by sample.
12.2 All samples are to remain the property of Seller and shall be returned to Seller on request.
13. TOOLS, DIES, ETC.
13.1 All tools, patterns and other equipment used in the manufacture of any of Seller’s goods or to perform any of Seller’s services shall remain the property of Seller notwithstanding that Buyer may have paid for or contributed to the cost of such equipment. Buyer shall neither permit any third party to use such equipment, nor disclose to any third party any technical, dimensional or design details, or any other information in respect of such equipment at any time.
13.2 Where Seller does not have production tooling for the Goods and agrees to supply Buyer with a sample pack of pre-production Goods for Buyer’s approval prior to developing the production tooling, the following provisions shall apply in respect of the pre-production Goods comprised in the sample pack:
13.2.1 Buyer acknowledges that such Goods are pre-production samples only and are not suitable or warranted for commercial use or resale;
13.2.2 Buyer agrees not to put such Goods into commercial use or to supply them to any other person unless such person has been informed that such Goods are pre-production samples and agrees in writing with Buyer not to put them into commercial use or to supply or sell them for such purpose;
13.2.3 Conditions 12.2 and 18.1 to 18.4 of these Conditions shall not apply to such Goods;
13.2.4 Seller’s total liability under Condition 18.8.2 shall not exceed a sum equal to the price charged by Seller for such Goods save that Seller shall not have any liability whatsoever to Buyer for losses, damages, costs and expenses suffered or incurred or awarded against by Buyer arising from the use, sale or other supply by Buyer of such Goods in breach of this Condition 13.2; and
13.2.5 Buyer shall indemnify and hold harmless Seller against all losses, damages, costs and expenses awarded against or paid or agreed to be paid by Seller as a result of any claim made and/or proceedings brought against Seller by any person claiming in respect of the quality, performance or otherwise of such Goods.
14. BUYER’S MATERIAL AND PARTS
14.1 Buyer’s material and parts shall be delivered to Seller’s works free of all charge to Seller. All materials removed as part of the Seller’s processes or as a consequence of performing the Services become the property of Seller and are allowed for in Seller’s estimate or quotation.
14.2 Seller shall not be liable for the value of any materials or finished parts sent for fitting or other purposes, or for any loss or damage whatsoever and however caused, or resulting from the negligent performance or non-performance of the machining, cutting, fitting or other works specified in the Contract.
14.3 Buyer’s materials or parts sent for fitting shall be suitable in every way for the machining, cutting or fitting specified in the Contract and Seller is to have no obligation to check such suitability. Buyer will pay Seller for work done and for consequential damage to machines and tools of Seller arising directly or indirectly from any unsuitability of Buyer’s materials or parts as aforesaid.
15.1 In addition to any lien to which Seller may otherwise be entitled, in the event of Buyer’s insolvency or failure to pay the price or any sum due under the Contract or any other contract with Seller (including any contract treated as a separate contract by virtue of Condition 7.2 hereof) Seller shall be entitled to a general lien on all goods of Buyer in Seller’s possession for any sums due and unpaid under the Contract or under any contract between Seller and Buyer, and for the reasonable costs of storing, handling and insuring the goods during the exercise of such lien, which costs shall accrue from day to day.
15.2 Seller may at any time give notice requiring that all sums due and payable to Seller on any account whatsoever be paid not later than seven days from the date of the notice. Notice given by Seller in accordance with this Condition 15 shall be in writing specifying the amount due and the date for payment and shall be sent to the registered or principal office of Buyer. If all sums due are not paid by the said date Seller shall be entitled to sell the goods or any part of them to meet all sums owing to Seller and all expenses on the sale.
16. BUYER’S SPECIFICATIONS AND DESIGNS
16.1 When Goods and/or Services are supplied or performed to Buyer’s specification or design, Buyer shall indemnify Seller fully in respect of loss, damages, costs and expenses awarded against or incurred by Seller in connection with or paid or agreed to be paid by Seller in settlement of any claim made or proceedings brought against Seller by any party claiming infringement of patent rights, copyright, design right, trade mark or other industrial or intellectual property rights which results from Seller’s use of Buyer’s specification or design.
16.2 Buyer warrants that any design or specification furnished or given to Seller shall not be such as will cause Seller to infringe any patent copyright design right, trade mark or other industrial or intellectual property right in the execution of Buyer’s order.
16.3 Buyer warrants that any design or specification furnished or given to Seller shall be complete in every respect (including without limitation all necessary technical information) sufficient to enable Seller to manufacture the Goods and/or perform Services to comply with all applicable performance, durability, health, safety, conformity and labelling requirements whether of Buyer or Buyer’s customer or howsoever arising at law and Buyer shall indemnify Seller fully in respect of loss, damages, costs and expenses incurred by Seller which results from any incompleteness in Buyer’s specification or design.
16.4 Any and all intellectual property that Seller creates in designing and/or manufacturing Goods and/or Services in accordance with any specifications or instructions of Buyer shall remain the property of Seller.
17. BUYER’S ASSISTANCE
17.1 Where the Services are to be performed on Buyer’s premises, Buyer agrees to provide Seller on a timely basis with such access, machine downtime, utilities and equipment as Seller shall reasonably require in order to perform the Services in accordance with the Contract.
17.2 If Buyer shall fail to perform its obligations in Condition 17.1 or shall fail to perform them in a timely manner Buyer acknowledges and agrees that Seller shall be entitled to delay performance of the Services until such time as Buyer has complied in all respects with its obligations in Condition 17.1 and to increase the price for the Services to reflect any increased costs to Seller caused by Buyer’s failure to perform or late performance.
18. EXTENT AND LIMITS OF LIABILITY (DEFECTIVE GOODS AND SERVICES)
18.1 Unless otherwise agreed in writing by Seller and subject to the provisions of this Condition 18, Seller guarantees all Goods of its manufacture against any defect which can be proved to Seller’s satisfaction to have been caused by faulty materials or workmanship and which appears within 12 months from the date of despatch.
18.2 Should such defect appear within such period, Seller’s liability will be limited solely to repairing, or at its option, replacing the defective Goods or part free of charge provided that Seller shall not be liable for such defect in any circumstances if:-
18.2.1 the Goods have been subjected to unsuitable storage, treatment or handling prior to use or to abnormal use, or to use under abnormal conditions or beyond their capacity as rated and recommended by Seller; or
18.2.2 the defect has been caused or contributed to by exposure to direct weather conditions (whether before or after installation), or by operation in abnormal atmospheric conditions, or by reason of faulty installation, servicing or repair of the Goods by any person other than a duly authorised representative of Seller;
18.2.3 the defect is directly or indirectly attributable to any designs, specifications or instructions provided by Buyer to Seller; or
18.2.4 Buyer fails as soon as possible after the assumed defect has become apparent to notify that defect to Seller in writing quoting the serial number if any and the date of purchase.
18.3 Seller’s aforesaid guarantee shall be subject to the following further provisos, namely:
18.3.1 where the design of goods of the type in question has been altered since the Goods were despatched, Seller may at its option supply goods of the new design;
18.3.2 any repair or examination of defective Goods or parts shall be carried out at Seller’s premises and Buyer shall at its own expense and risk adequately pack the Goods and return them to Seller;
18.3.3 the decision of Seller is final as to whether or not a defect is due to faulty workmanship or material;
18.3.4 if in the opinion of Seller the Goods are satisfactory in operation or, if defective, then defective only as a result of circumstances for which Seller is not liable hereunder, or as a result of fair wear and tear, Buyer shall if required by Seller pay a reasonable charge for the examination of the Goods by Seller and any cost of returning the Goods to Buyer. In such case, Seller will submit to Buyer a quotation for repair of the Goods before effecting any repair;
18.3.5 Seller shall not in any case be liable under this Condition 18 or at all in respect of any Goods not of Seller’s manufacture although Seller will do all that is reasonable at Buyer’s expense to secure for Buyer the benefit of rights equivalent to rights which Seller may have against the supplier of such Goods; and
18.3.6 Seller shall not be liable for any costs of stripping or reassembling any equipment into which any of Seller’s goods may be fitted.
18.4 Unless otherwise agreed in writing by Seller, Seller guarantees all Services performed by Seller against defects in workmanship for a period of 3 months from completion of the Services. Should such defect appear within such period, Seller’s liability will be limited solely to re-performing the Services free of charge or refunding the price where it has been paid provided that Seller shall not be liable for such defect in any circumstances if Buyer fails as soon as possible after the assumed defect has become apparent to notify that defect to Seller in writing. The decision of Seller is final as to whether or not a defect is due to faulty workmanship or material.
18.5 Subject to Conditions 20.1 to 20.4, the following provisions set out the entire liability of Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Buyer in respect of:
18.5.1 any breach of these Conditions;
18.5.2 use made or resale by Buyer of any of the Goods, or of any product incorporating the Goods; and
18.5.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
18.6 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
18.7 Nothing in these Conditions excludes or limits the liability of Seller:
18.7.1 for death or personal injury caused by Seller’s negligence;
18.7.2 under section 2(3) of the Consumer Protection Act 1987;
18.7.3 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
18.7.4 for fraud or fraudulent misrepresentation.
BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 18.8
18.8 Subject to Conditions 18.6 and 18.7:
18.8.1 Seller shall not be liable to Buyer for economic loss or loss of profit, goodwill, business opportunity or production downtime or for any type of indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract; and
18.8.2 Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to whichever is the greater of (i) £25,000 (twenty five thousand pounds sterling) or (ii) 125% (one hundred and twenty five percent) of the price of the Goods and/or Services (excluding any applicable value added tax) the subject of the claim.
19.1 Without prejudice to the provisions of Condition 8.4, on the occurrence of any of the events set out in Condition 8.4 or any breach by Buyer of its obligations under the Contract, Seller shall be entitled forthwith to terminate the Contract. Termination of the Contract shall be without prejudice to any of Seller’s other rights including, without limitation, to recover payment due in respect of delivered Goods or Services performed and all expenses properly incurred by Seller in performing the Contract and/or to cancel further deliveries and/or suspend further performance.
19.2 All outstanding sums payable to Seller by Buyer under the Contract shall be paid immediately on termination.
19.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
20. SET OFF
Seller shall be entitled to apply any sum due from Seller to Buyer in settlement of any sum due from Buyer to any other company in Seller’s Group and, where there is any amount due from any other company in Seller’s Group to Buyer, Seller shall on behalf of Buyer be entitled to give to such other company a good receipt for any sum which such other company may pay to Seller in settlement of any sum due from Buyer to Seller.
21. FORCE MAJEURE
Without prejudice to the generality of any previous exclusion or limitation of liability, Seller shall not be liable for any failure to fulfil any term of any transaction governed by these Conditions if fulfilment has been delayed, hindered or prevented by any circumstances whatsoever which are not directly within Seller’s control and if Seller is able to fulfil some but not all of the demand for its goods and/or services Seller may allocate its available supplies and resources amongst its customers including parent, subsidiary and associated companies in such manner as Seller in its absolute discretion considers to be fair.
22. COMPLIANCE WITH LAWS AND POLICIES
22.1 In performing its obligations under the Contract, Buyer shall comply with all applicable laws, statutes, regulations and codes from time to time in force.
22.2 Buyer shall:
22.2.1 comply with all laws relating to anti-bribery and anti-corruption (including the UK Bribery Act 2010) and all policies of Seller relating thereto notified to Buyer from time to time and not contravene any such law or policy;
22.2.2 have and enforce as appropriate its own policies and procedures to ensure compliance with Condition 22.2.1;
22.2.3 promptly notify Seller if any request or demand for financial or other advantage of any kind is received by Buyer in connection with the performance of the Contract or if any foreign public official is appointed as an officer or employer of or acquires an interest in Buyer; and
22.2.4 ensure that any person for whom the Goods or Services are to be provided complies with this Condition 22.2.
22.3 In performing its obligations under the Contract, Buyer shall :
22.3.1 comply with all anti-slavery and human trafficking laws, statutes, regulations from time to time in force (including the UK Modern Slavery Act 2015) and all policies of Seller relating thereto notified to Buyer from time to time and shall not contravene any such law or policy;
22.3.2 have and enforce as appropriate its own policies and procedures to ensure compliance with Condition 22.3.1.
23. EXPORT CONTROL
23.1 Buyer shall respect the Michelin Group Positions, which may contain more restrictive provisions than the Trade Restrictions as defined below. These Group Positions are based on commercial considerations and other compliance concerns, including but not limited to: money laundering and corruption concerns and concerns related to the financing of terrorism. These Group Positions apply to the Goods sold as spare parts or incorporated in a higher-level assembly (such as fitted unit, a ground vehicle, a plane, etc…). As of date of the Contract, the list of countries to which Seller refuses and prohibits any direct or indirect sales (including transit across these countries) is as follows: Cuba, Iran, North Korea, Syria. This list is subject to changes during the term of the Contract and Seller reserves the right to regularly notify such changes to the Buyer.
23.2 Buyer shall comply with all applicable laws and regulations with regard to the supply, sale, transfer, export, re-transfer, or re-export of the Goods, including but not limited to those relating to: trade sanctions (including but not limited to comprehensive or sectoral embargoes and restricted parties) and export controls (including but not limited to military or dual usage products), altogether defined hereafter as “Trade Restrictions”. For the avoidance of doubt, all applicable laws and regulations could include those originating out of the United Nations, the European Union, the OSCE, or the United States of America.
23.3 Buyer shall not cause Seller to, either directly or indirectly, risk any potential violation of any applicable Trade Restrictions. Furthermore, Buyer will not supply, sell, transfer, export, re-transfer, re-export, or otherwise make available or use any Goods supplied by Seller in order to circumvent, evade or avoid any applicable Trade Restrictions.
23.4 Buyer shall only supply, sell, transfer, export, re-transfer, re-export, otherwise make available or use Goods as permitted by applicable law and shall not supply, sell, transfer, export, re-transfer, re-export, or otherwise make available, either directly or indirectly, any Goods:
23.4.1 to any individual, entity or body resident, located, registered, incorporated, domiciled or head-quartered in any jurisdiction targeted by applicable Trade Restrictions;
23.4.2 to any “Restricted Person”: Restricted Person shall mean any individual, entity or body either: (i) specifically designated or listed under Trade Restrictions; (ii) owned or controlled by any person specifically designated or listed under Trade Restrictions; or, (iii) acting for or on behalf of any person specifically designated or listed under Trade Restrictions and
23.4.3 for any use, purpose or activity which is prohibited or otherwise restricted under Trade Restrictions,
23.5 Where Seller has reasonable cause to suspect that any Goods may be or have been supplied, sold, transferred, exported, re-transferred, re-exported, otherwise made available to any jurisdiction targeted by applicable Trade Restrictions, or to a Restricted Person, or for any use, purpose or activity which is prohibited or otherwise restricted under Trade Restrictions, Seller reserves the right to:
23.5.1 immediately suspend its performance under the Contract;
23.5.2 request further information or documentary evidence from the Buyer, including but not limited to:
18.104.22.168 any licences, authorisations, permits, or approvals obtained by Buyer with respect to the supply, sale, transfer or export of the Goods;
22.214.171.124 any End User Certificates or Undertakings supplied to Buyer;
126.96.36.199 any shipping or commercial documentation, including: invoices; or, bills of lading
188.8.131.52 in order to verify the end use(s) or end user(s) of the Goods.
23.5.3 take any other appropriate and proportionate measure regarding its commercial relationship with Buyer.
23.6 Buyer certifies that, as of the date hereof, neither Buyer, nor any of Buyer’s Group Companies, nor any of their respective directors or officers is a Restricted Person. Buyer shall immediately notify Seller if Buyer, or any of Buyer’s Group Companies, or any of their respective directors or officers becomes a Restricted Person. Furthermore, Buyer shall immediately inform Seller if Buyer is or become aware or has reasonable cause to suspect that either Buyer, or any of Buyer’s Group Companies, or any of their respective directors or officers may become a Restricted Person.
23.7 In the event that any Goods supplied by Seller are re-supplied, re-sold, re-transferred, re-exported, re-distributed or otherwise made available to any third party, Buyer shall take all actions reasonably necessary to ensure that such third parties: (a) Comply with any applicable Trade Restrictions and Michelin Group Positions; and, (b) Do not cause Seller to directly or indirectly violate any applicable Trade Restrictions or Michelin Group Positions.
23.8 Buyer shall indemnify and hold harmless Seller from and against any losses, costs, claims, causes of action, damages, liabilities and expense, including attorneys’ fees, any expense of litigation or settlement, and court costs, arising from any noncompliance with Trade Restrictions or Michelin Group Positions by Buyer. Buyer shall be responsible for any act or omission of Buyer, its officers, employees, affiliates, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this Condition.
24.1 Buyer shall not assign the Contract or any part of it without the prior written consent of Seller.
24.2 Seller shall be entitled to assign the Contract or any part of it to any person, firm or company.
24.3 Buyer shall not use Seller’s name, logo or other intellectual property rights in advertising or publicity without Seller’s prior written consent.
24.4 If any provision or part-provision of the Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Conditions.
24.5 Failure or delay by Seller in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of Seller’s rights under the Contract.
24.6 Any waiver by Seller of any breach of, or any default under, any provision of the Contract by Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
24.7 Each right or remedy of Seller under the Contract is without prejudice to any other right or remedy of Seller whether under the Contract or not.
24.8 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
24.9 These Conditions constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions.
24.10 Subject to Conditions 24.1 and 24.2, nothing in these Conditions confers on any third party any benefit or any right to enforce any of these Conditions.
24.11 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts save that nothing in this Condition 24.11 shall limit the right of Seller to bring proceedings in any other court of competent jurisdiction.